Slice of life/nostalgic farewell to an innocent age, based on Larry McMurtry's novel. Set in Archer City, a backwater Texas town, most of the story plays out at the local hangout run by ex-cowboy Sam the Lion (Johnson). Duane (Bridges) is hooked up with spoiled pretty girl Jacy (Shepherd), while Sonny (Bottoms), a sensitive guy, is having an affair with the coach's neglected wife, Ruth (Leachman). Loss of innocence, disillusionment and confusion are played out against the backdrop of a town about to close its cinema. Shepherd's and Bottoms' film debut. Stunningly photographed in black and white (Bogdanovich claimed he didn't want to "prettify" the picture by shooting in color) by Robert Surtees. Followed by a weak sequel, "Texasville."